Voluntary Takeover Offer
Important notice
This FAQ is for information purposes only and does not constitute an offer to purchase or a solicitation to sell securities. The terms and conditions of the intended voluntary public takeover offer (the “Offer”) by Dai Nippon Printing Co., Ltd. (“DNP” or the “Bidder”) for shares in AUSTRIACARD HOLDINGS AG (“AUSTRIACARD” or the “Company”) are governed exclusively by the official German-language offer document published on 12 June 2026 (the “Offer Document”). The English and Greek versions of the Offer Document are convenience translations only and are not binding. Shareholders should read the Offer Document in full and contact their custodian bank or professional advisers as appropriate. Capitalised terms used in this FAQ and not otherwise defined have the meaning given to them in the Offer Document.
Key process milestones and indicative timetable
The table below provides an indicative overview of the expected key process milestones based on the Offer Document published on 12 June 2026.
The official Offer Document should be consulted for the detailed and binding timetable and procedures.
|
Milestone |
Legal requirement / timing |
|
Acceptance Period |
12 June 2026 until and including 21 August 2026, 17:00 Vienna local time / 18:00 Athens local time |
|
Management Board and Supervisory Board statements |
To be published within ten exchange trading days after publication of the Offer Document (by 25 June 2026), together with the independent expert’s report |
|
End of initial Acceptance Period and result publication |
The initial acceptance period ends on 21 August 2026. The result of the Offer is to be published without undue delay after expiry of the Acceptance Period. |
|
Additional Acceptance Period |
If the Conditions Precedent relating to the minimum acceptance threshold, no material adverse change and no significant compliance breach are satisfied by the end of the Acceptance Period, an additional Acceptance Period of three months starts on the day the result is published. Assuming publication on 24 August 2026, it would run from 24 August 2026 to 24 November 2026 |
|
Regulatory clearance long-stop |
Merger control and FDI clearances are required by no later than 31 March 2027 |
|
Settlement |
Payment is due no later than ten exchange trading days after the later of the end of the relevant Acceptance Period and the date on which the Offer becomes unconditionally binding. If unconditional at the end of the initial Acceptance Period, settlement would occur by 4 September 2026 at the latest. |
1) What has been announced?
- DNP published the Offer Document on 12 June 2026 for a voluntary public takeover offer aimed at acquiring control of AUSTRIACARD under the Austrian Takeover Act.
- The Offer is made to all AUSTRIACARD shareholders for all ordinary bearer shares of the Company admitted to trading on Euronext Athens and the Vienna Stock Exchange.
2) Who is DNP?
- DNP is a Tokyo-headquartered global technology and manufacturing group founded in 1876 and listed on the Tokyo Stock Exchange under stock code 7912.
- DNP employs approximately 36,000 people globally and operates across printing, information security, smart cards, authentication, secure data solutions, packaging, electronics and related technology-enabled services.
- DNP and AUSTRIACARD share a long heritage in trusted printing and secure technology solutions, as well as a focus on innovation, customer trust and long-term value creation.
3) What is the Offer Price?
- The Offer Price is EUR 10.00 in cash per AUSTRIACARD share, on a cum-dividend basis.
- Based on AUSTRIACARD’s current share capital of 36,353,868 shares, this implies a value for the entire issued share capital of approximately EUR 364 million.
4) What does “cum dividend” mean in this context?
- “Cum dividend” means that the Offer Price already includes the economic value of any dividend or other distribution before settlement. Therefore, any dividend or other distribution paid or declared by AUSTRIACARD before settlement of the Offer would be deducted from the EUR 10.00 Offer Price.
- For this reason, and as agreed in the Memorandum of Understanding with DNP, AUSTRIACARD currently does not intend to declare, propose or pay any dividend or other distribution before settlement of the Offer, including the previously contemplated dividend of EUR 0.10 per share for the financial year 2025.
5) How does the Offer Price compare with recent trading prices?
- The Offer Price of EUR 10.00 per share represents a premium of 46% to the six-month VWAP on the Vienna Stock Exchange (EUR 6.84) and 43% to the six-month VWAP on Euronext Athens (EUR 7.00) for the period from 13 November 2025 to 12 May 2026.
- The Offer Price also represents a premium to one-month, three-month, twelve-month and twenty-four-month VWAPs on both exchanges as set out in the Offer Document.
6) Is this considered a friendly takeover?
- Yes. AUSTRIACARD and DNP entered into a Memorandum of Understanding on 13 May 2026 setting out the strategic framework for the contemplated transaction and the parties’ intended cooperation following completion.
- Pursuant to the Memorandum of Understanding, the Management Board and Supervisory Board of AUSTRIACARD undertook, subject to their statutory duties, to support the Offer.
7) Is the Offer open for Acceptance? How long is the Acceptance Period?
- Yes. The Offer is open for acceptance from 12 June 2026 until and including 21 August 2026, 17:00 Vienna local time / 18:00 Athens local time. This period is referred to in the Offer Document as the “Acceptance Period” and amounts to ten weeks.
- The Offer Document recommends that shareholders who wish to accept the Offer contact their Custodian Bank at least five trading days before the end of the Acceptance Period to ensure timely settlement.
8) What are the main conditions to the Offer?
-
- The Offer is subject to the following Conditions Precedent:
i. a minimum acceptance threshold of 75% of AUSTRIACARD’s issued shares by the end of the Acceptance Period;
ii. merger control clearance or non-prohibition in Austria, Germany and Turkey by no later than 31 March 2027;
iii. Foreign direct investment (FDI) clearance in Austria, Romania and Greece by no later than 31 March 2027;
iv. no material adverse change regarding AUSTRIACARD until the end of the Acceptance Period; and
v. no significant compliance breach until the end of the Acceptance Period.
- The Offer is subject to the following Conditions Precedent:
- The Bidder may waive certain Conditions Precedent to the extent permitted by law. The merger control and FDI clearance conditions cannot be waived.
9) Will there be an Additional Acceptance Period?
- Yes, provided that the Conditions Precedent relating to the minimum acceptance threshold, no material adverse change and no significant compliance breach are satisfied by the end of the Acceptance Period, the Acceptance Period will be extended by three months for shareholders who have not accepted the Offer during the Acceptance Period.
- The Additional Acceptance Period starts on the day the result of the Offer is announced. Assuming the result is published on 24 August 2026, the Offer Document indicates that the Additional Acceptance Period would start on 24 August 2026 and end on 24 November 2026.
10) Has the Company’s largest shareholder and / or management team agreed to accept the Offer?
- Yes. Mr. Nikolaos Lykos, who holds approximately 74.6% of AUSTRIACARD’s share capital and voting rights, entered into an irrevocable undertaking with DNP on 13 May 2026 to accept the Offer in respect of all of his AUSTRIACARD shares.
- Additionally, members of AUSTRIACARD’s Management Board who hold AUSTRIACARD shares intend to accept the Offer. As of publication of the Offer Document, the shareholdings of the Management Board members directly and indirectly correspond to approximately 1.54% of AUSTRIACARD’s share capital and voting rights.
11) What regulatory approvals are expected to be required?
- The Offer is subject to merger control clearance or non-prohibition in Austria, Germany and Turkey, and foreign direct investment (FDI) clearance in Austria, Romania and Greece.
- These regulatory clearances are required by no later than 31 March 2027. Settlement cannot occur until the Offer becomes unconditionally binding, including satisfaction of the applicable regulatory clearance conditions.
12) When is settlement expected?
- For shareholders who accept during the Acceptance Period, the Offer Price will be paid no later than ten trading days after the later of: (i) the end of the Acceptance Period and (ii) the date on which the Offer becomes unconditionally binding.
- If the Offer becomes unconditionally binding at the end of the initial Acceptance Period on 21 August 2026, settlement would take place by 4 September 2026 at the latest. If required regulatory approvals or other conditions are still pending, settlement would occur after the Offer becomes unconditionally binding.
13) How will settlement work in practical terms?
- Shareholders who accept the Offer submit an Acceptance Declaration to their Custodian Bank or financial institution that maintains their securities account. Their tendered AUSTRIACARD shares are then blocked and re-booked under a separate ISIN for shares tendered into the Offer.
- Upon settlement, the tendered shares are transferred to DNP and the Offer Price is credited via the custody chain through Raiffeisen Bank International AG, as Payment and Settlement Agent, to the relevant Custodian Bank and then to the shareholder’s account.
14) How can shareholders accept the Offer?
- Shareholders can accept the Offer only through the Custodian Bank or financial institution that maintains their securities account.
- The Acceptance Declaration must specify the number of AUSTRIACARD shares tendered. Shareholders can accept the Offer for all or only part of their shares.
- Shareholders should follow the instructions and deadlines provided by their own Custodian Bank, as custodian banks may set internal deadlines earlier than the final deadline in the Offer Document.
15) What happens to shares once they are tendered?
- Tendered shares are blocked in the shareholder’s securities account and re-booked under a separate ISIN.
- If the merger control and / or FDI clearance conditions have not been satisfied by the end of the Acceptance Period, DNP will seek to make these tendered-share lines separately tradable on the Vienna Stock Exchange and Euronext Athens until shortly before settlement. The Offer Document notes that liquidity in these tendered-share lines may be very limited or may not exist.
16) Can shareholders decide not to accept the Offer?
- Yes. AUSTRIACARD shareholders may accept the Offer for all or part of their shares, or may decide not to accept and remain AUSTRIACARD shareholders.
- Shareholders who do not accept the Offer should consider the potential consequences described in the Offer Document, including the possibility of reduced liquidity, changes in free float, a later squeeze-out if the statutory threshold is met, or a potential delisting or change in market segment.
17) Will accepting shareholders bear fees or costs?
- The Offer Document states that DNP will bear fees and costs charged by Custodian Banks that are directly related to the settlement of the Offer, up to a maximum of EUR 9 per securities account.
- Other expenses, costs, taxes, stamp duties or similar duties and taxes in connection with the acceptance and the settlement, as well as any legal, tax or other professional costs, are borne by the relevant shareholder.
18) What are the tax considerations for shareholders?
- The Offer Document includes a high-level overview of certain Austrian tax considerations. It did not address all individual circumstances or foreign tax consequences.
- Shareholders should consult their own tax advisers regarding the tax consequences of accepting the Offer, based on their individual circumstances and country of tax residence.
19) Will AUSTRIACARD’s Management and Supervisory Boards publish a formal statement on the Offer?
- The Austrian Takeover Act provides that both the Management Board and the Supervisory Board must publish their reasoned statements, together with the report of the independent expert, within ten exchange trading days of publication of the Offer Document. Based on publication of the Offer Document on 12 June 2026, this would be expected by 25 June 2026.
- The reasoned statements must assess, among other things, whether the consideration and other terms take adequate account of the interests of shareholders and other security holders, as well as the probable effects of the Offer on the company, employees, creditors and the public interest.
- The reasoned statements will be made available to the shareholders on the websites of DNP, AUSTRIACARD, the Austrian Takeover Commission and on Euronext Athens.
20) What are DNP's intentions for AUSTRIACARD's business?
- DNP describes the transaction as a strategic step to enhance and strengthen its global business by combining complementary geographic coverage, technological capabilities and cross-selling opportunities.
- DNP states that it intends to be a long-term investor and an engaged, active shareholder supporting AUSTRIACARD’s further development and growth. For the time being, DNP intends that AUSTRIACARD’s management continues implementing the current strategy, with more detailed assessments of potential areas of cooperation to be conducted after completion of the Offer.
21) What are DNP's intentions regarding employees and headquarters?
- DNP acknowledges the importance of maintaining AUSTRIACARD’s presence in Vienna and stated that it currently has no intention to relocate AUSTRIACARD’s administrative headquarters within Austria or internationally.
- DNP states that it values AUSTRIACARD’s management and employees, intends to retain key talent and does not intend to make significant changes to overall working conditions. DNP also notes that synergies may be sought through improved operations, combined back-office functions, reduced duplication in administration and improved allocation of responsibilities across the DNP group, always in compliance with applicable law.
22) What are DNP's intentions regarding AUSTRIACARD's management and governance?
- DNP states that it intends for the current members of AUSTRIACARD’s Management Board to continue carrying out day-to-day management and managing the strategic development of the group for the time being.
- DNP currently intends to propose expanding the Management Board from five to six members following completion of the Offer and appointing one DNP representative, insofar as consistent with corporate governance practice and Austrian stock corporation rules.
- DNP also intends to exercise its shareholder rights to propose candidates for election to AUSTRIACARD’s Supervisory Board with the objective of achieving majority representation following completion of the Offer. Mr. Lykos and Mr. John Costopoulos accepted DNP’s proposal to continue serving as Supervisory Board members for the time being to ensure continuity.
23) Will there be a delisting or squeeze-out?
- DNP states that, depending among other things on the outcome of the Offer and its participation in AUSTRIACARD after completion, it intends to evaluate and may pursue a squeeze-out under the Austrian Squeeze-out Act. DNP has not taken a definitive decision on whether to proceed with a squeeze-out.
- If DNP holds more than 90% of AUSTRIACARD’s registered share capital and voting shares after completion of the Offer or at a later date, a squeeze-out would be legally possible. This would exclude the remaining shareholders against adequate cash compensation and would lead to delisting of AUSTRIACARD shares.
- DNP also states that it intends to evaluate and may pursue a delisting from the Vienna Stock Exchange or Euronext Athens, or termination of trading in certain open-market venues, depending among other things on the outcome of the Offer. DNP has not taken a definitive decision on a delisting, and the Offer itself is not a delisting offer within the meaning of Section 27e of the Austrian Takeover Act.
24) Can shareholders withdraw their acceptance?
- If a competing offer is launched or improved during the Acceptance Period, AUSTRIACARD shareholders may withdraw their Acceptance Declarations in accordance with Section 17 of the Austrian Takeover Act no later than four trading days before expiry of the Acceptance Period.
- Shareholders seeking to withdraw in that circumstance must submit their withdrawal declaration through their Custodian Bank.
25) Are there restrictions for shareholders outside Austria and Greece?
- Yes. The Offer Document included restrictions on publication, dispatch, distribution, dissemination and access outside Austria and Greece. It states that the Offer is not being made, directly or indirectly, in the United States, Australia or Japan, nor may it be accepted in or from those jurisdictions except, in the case of the United States, as expressly set out in the Offer Document.
- Shareholders outside Austria and Greece should review Section 7.4 of the Offer Document and inform themselves about, and comply with, any applicable legal requirements in their jurisdiction.
26) Where is the Offer Document available?
- The Offer Document and related announcements are available via the publication channels specified in the Offer Document, including the websites of DNP, AUSTRIACARD, the Austrian Takeover Commission and Euronext Athens.
- The Offer Document is also available free of charge in printed form at the registered office of Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna, Austria, during regular business hours.
27) Who should shareholders contact with questions?
- For questions regarding settlement, shareholders may contact Raiffeisen Bank International AG, Austria, at
- Shareholders should also contact their own Custodian Bank or financial intermediary for instructions on accepting the Offer, applicable internal deadlines and account-specific matters.
- Further information is available from the websites of DNP, AUSTRIACARD and the Austrian Takeover Commission. Shareholders should review the official Offer Document and, where appropriate, seek independent financial, legal or tax advice.